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Veon Ltd.

February 28, 2011

VimpelCom welcomes Egan-Jones recommendation to support the combination with Wind Telecom S.p.A.

Amsterdam and New York (February 28, 2011) - VimpelCom Ltd. (“VimpelCom” or the “Company”) (NYSE: VIP) today announced that Egan-Jones Proxy Services, a leading independent proxy advisory firm, recommends that VimpelCom shareholders vote “FOR” approval of the issuance of VimpelCom common shares and convertible preferred shares and the increase of VimpelCom’s authorized share capital needed to complete the combination of VimpelCom and Wind Telecom S.p.A. (“Wind Telecom”).

In its report dated February 27, 2011, Egan-Jones stated that its review “centered on the strategic, corporate governance and financial aspects of the proposed transaction” and that it “views the proposed transaction to be a desirable approach in maximizing shareholder value.”

The Egan-Jones recommendation follows an equally favorable recommendation from Glass Lewis. VimpelCom has received positive "FOR" recommendations from two out of the three proxy advisory firms. The positive Egan-Jones recommendation provides further confirmation that the expansion of the Company's growth platform is strategically compelling and financially attractive, which is consistent with the view of VimpelCom's independent directors who have recommended that shareholders vote in favor of the combination with Wind Telecom at the Special General Meeting of VimpelCom.

The Special General Meeting of VimpelCom is scheduled to take place on March 17, 2011 to approve the issuance of up to 325,639,827 VimpelCom common shares and 305,000,000 convertible preferred shares and the increase of VimpelCom’s authorized share capital needed to complete the combination with Wind Telecom.

VimpelCom’s Supervisory Board and Management Board recommend shareholders to vote “FOR” the proposals by signing, dating and returning the WHITE voting card received from the Company.

Shareholders who need assistance or have questions about the voting process should call VimpelCom’s proxy solicitor, D.F. King & Co., Inc., toll-free in North America at +1 800 431 9645, toll-free in Continental Europe at 00800 5464 5464, +44 207 920 9700 from other locations, or call collect at +1 212 269 5550.

About Wind Telecom S.p.A. (formerly Weather Investments S.p.A.)

Wind Telecom S.p.A. is a leading international telecommunications company offering mobile, fixed, Internet and international communication services.  WIND TELECOM S.p.A. owns 100% of Wind Telecomunicazioni S.p.A. and 51.7% of Orascom Telecom Holding SAE, which in turn operates GSM networks in Algeria, Bangladesh, Egypt, Pakistan, North Korea, and in Canada through its indirect equity ownership in Globalive Wireless. WIND TELECOM S.p.A., through its subsidiaries, is currently serving 117 million subscribers worldwide and is the entry point of choice for both technically advanced attractive markets and high-growth under-penetrated emerging markets.

About Egan-Jones Proxy Services

Egan-Jones provides research, recommendations and voting services for domestic and foreign proxy proposals offered in annual subscriptions priced according to the number of securities covered. Each proxy proposal is carefully weighed to understand its impact on overall shareholder value, and for Taft-Hartley clients to ensure that the rights and interests of labor are respected. Egan-Jones also fully understands the key characteristics of effective corporate governance and the cumulative benefits to a company whose management is able to preserve these values. Egan-Jones is uniquely positioned with the proven analytical savvy and real time experience required to unravel even the most complicated proxy voting issues. Equally important, Egan-Jones Proxy Services is completely independent. In order to safeguard the integrity of its recommendations, Egan-Jones does not sell consulting services to management or board members regarding any proxy related issues.

 

 

 

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